1. Represents shares of Common Stock, par value $0.01 per share (the "Common Stock"), of Flagstar Bancorp, Inc. sold by MP Thrift Investments L.P. ("MP Thrift") in a public offering pursuant to the Underwriting Agreement, dated June 11, 2018, with Sandler O'Neill & Partners, L.P. and Keefe, Bruyette & Woods, Inc. as underwriters. The offering closed on June 14, 2018. The shares of Common Stock were sold at a public offering price of $34.50 per share.

3. (continued from footnote 2) MP (Thrift) Asset Management LLC ("MPAM") is a limited liability company organized under the laws of Delaware. MPAM is the managing member of MP LLC. MP (Thrift) LLC ("MPT") is a limited liability company organized under the laws of Delaware. MPT is the managing member of MPAM. MPGOPS is a limited partnership organized under the laws of Delaware. MPGOPS is the holder of a 100% limited partnership interest in MPGOI. MPGOI is a limited partnership organized under the laws of Delaware. MPGOI is the holder of a 1% limited partnership interest in the New Fund. Along with MPT, MPAM, MP LLC, and MPGOPS, MPGOI comprises the Associates Fund.

/s/ Robert H. Weiss

06/14/2018

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v).